EXHIBIT 10.5
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT, is made effective July 7, 2006, and is by and between
American TonerServ Corp. (the "Company") and Xxxxxxx X. Xxxx ("BHC"):
WHEREAS BHC has provided good and valuable services to the Company as
detailed on Exhibit A hereto:
The Company does not currently have adequate cash available to pay BHC
in cash for the services provided by him and to pay for the ongoing operation
of the Company; and
BHC is willing to accept shares of the Company's Common Stock in lieu of
cash for the services provided by him under the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, BHC and the Company agree as
follows:
1. The Company and BHC agree that the value of the services performed by
BHC is equal to the amount set forth in Exhibit A hereto, and that the
services shown represent all of the services which BHC is entitled to
compensation.
2. The Company hereby agrees to issue the number of shares of the Company's
Common Stock set forth on Exhibit A hereto, and BHC hereby agrees to accept
such shares in full payment for the services detailed on Exhibit A hereto,
and it is agreed that the value of each share of common stock is equal in
value to $0.15.
3. BHC represents and warrants to the Company that he is acquiring the
shares of Common Stock for investment purposes only, and not with a view to,
or for, resale, distribution or fractionalization thereof, in whole or in
part, and no other person has a direct or indirect beneficial interest in
such shares of Common Stock.
4. BHC hereby acknowledges that, upon the issuance thereof, and until such
time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the shares of Common
Stock will bear a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
5. The Company will use its best efforts to register the shares of Common
Stock issued pursuant to this Agreement for resale by BHC in a registration
statement to be filed under the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
AMERICAN TONERSERV CORP.
By:/s/ Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx, President and CEO
(Printed Name and Title)
XXXXXXX X. XXXX
/s/ Xxxxxxx Xxxx H.
(Signature)
EXHIBIT A TO STOCK COMPENSATION AGREEMENT
Name: Xxxxxxx X. Xxxx
Description of Services Provided: Serviced as a consultant since March 2006
to present developing a Corporate Development Plan, a PIPE Plan and Market
Support Strategies for ATS Stock.
Agreed Value of Services: $18,103.50
Number of Shares of Common Stock to be issued under Agreement: 120,690
